U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

              |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
     THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR
                              ENDED APRIL 30, 1998
 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                            OF 1934 (NO FEE REQUIRED)

     For the transition period from __________________ to _________________

                           Commission File No. 0-4006
                                               ------

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                 ( Name of Small Business Issuer in its charter)

                              New Jersey 22-1637978
                              ----------
                (State or other jurisdiction of (I.R.S. Employer
             incorporation or organization) Identification Number)

                53 West Hills Road, Huntington Station, NY 11746
               (Address of Principal Executive Offices) (Zip Code)

                                 (631) 425-6161
                 (Issuer's Telephone Number Including Area Code)
        Securities  registered  pursuant  to  Section  12(b)  of the  Act:  None
           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)

 Check  whether  the Issuer (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the registration was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                 YES | | NO |X|

 Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of the registrant 's knowledge,  in definitive  proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.
                                      |-|

           State issuer's revenues for its most recent fiscal year. $0

 State the  aggregate  market value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.
                                    $18,474.

      ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

 Check whether the issuer has filed all  documents  and  reports  required to be
    filed by Section  12,13 or 15(d) of the Exchange Act after the  distribution
    of securities under a plan confirmed by a court.
                               Yes __X__ No _____

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

 State                               the number of shares outstanding of each of
                                     the issuer's  classes of common equity,  as
                                     of the latest practicable date.

                 Common Stock, $.01 Par Value, 1,847,397 shares

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>




PART I

ITEM 1. BUSINESS

(a) Business Development

Historical

The  Registrant  was  incorporated  in New  Jersey  in  1959.  Until  1986,  the
Registrant  was  engaged in the  marketing  and sale of a line of  approximately
2,500 electronic semiconductors,  principally transistors, diodes and rectifiers
and, to a lesser extent, other ancillary related electronic products. Because of
sustained  operating loses, the Company  discontinued this line of operation and
filed a plan of  reorganization  (under  Chapter  11)  with  the  United  States
Bankruptcy Court for the Eastern District of New York, on April 30, 1990.


On September 19, 1990, and as required by the Plan, the Registrant  prepared and
forwarded to all  stockholders of record,  a notice advising  stockholders as to
the applicable terms of the Plan (the "Notice"). The operative provisions of the
Notice were as follows:

1. All theretofore  issued and  outstanding  shares of the  Registrant's  Common
Stock, $.01 par value per share, which were restricted securities were cancelled
and would not be reissued.

2. All non-legend stock  (free-trading) was also cancelled but was reissued at a
reverse-split  ratio of three new shares for every seven "old" shares turned in.
Each "new" share was accompanied by two Common Stock Purchase Warrants;  a Class
A Warrant exercisable within fifteen months and entitling the holder to purchase
one  additional  "new" share of the  Registrant's  Common Stock at $2.50;  and a
Class B Warrant  exercisable  at any time within thirty months and entitling the
holder to purchase one additional "new" share of the  Registrant's  Common Stock
at $3.50 a share.  A unit  consists  of one  Common  Stock  certificate  and two
Warrant certificates. Stockholders will be required to pay a transfer fee to the
transfer agent.


The  condition  of the  above-mentioned  re-issuance  was that all shares in the
stockholder's  possession,  or in the possession of the shareholder's broker, be
returned to the Registrant's  then transfer agent,  Liberty Transfer Co., by the
cut-off  date which was set at November  15, 1990,  5:00 p.m.  Eastern  Standard
Time.  Failure to comply with this provision would result in the cancellation of
any shares theretofore owned by stockholders.

On November 12, 1990, the Registrant  prepared and forwarded to all stockholders
of  record a notice  advising  the  stockholders  that  the  expiration  date to
surrender and exchange their Common Stock certificates had been extended to 5:00
p.m. on Monday,  December 31, 1990. On January 20, 1992,  due to the  bankruptcy
proceedings  and the  Registrant's  slow  restart-up,  the  Board  of  Directors
extended the Class A warrants another six months to June 30, 1993.

As part of the Registrant's Plan of  Reorganization,  as confirmed by the United
States  Bankruptcy  Court for the Eastern District of New York on April 30, 1990
and  consummated on June 2, 1992, the Registrant  issued an aggregate of 905,262
Series A Common  Stock  Purchase  Warrants  (the  "Series  A  Warrants")  and an
aggregate of 905,262  Series B Common  Stock  Purchase  Warrants  (the "Series B
Warrants").  The Series A Warrants  were  exercisable  at $2.50 per share within
fifteen (15) months from June 2, 1992,  the payment date under the Plan, or such
further  extension  as the  Registrant  may grant.  The  Series B Warrants  were
exercisable  at $3.50 per share within thirty months from the payment date under
the Plan, or such further extension as the Registrant may grant.




<PAGE>



The  jurisdiction  of the  Bankruptcy  Court over the affairs of the  Registrant
ended  on  June  2,  1992  when  the  Bankruptcy  Court  entered  the  order  of
consummation.  Due principally to the longer than anticipated  commencement date
of  operations  and with a view  towards  granting to  stockholders  the benefit
intended in the Plan,  management  determined that the six months  extension for
the  warrants  would be  inadequate.  Accordingly,  the Board of  Directors,  on
several occasions, has extended the warrants to December 31, 2000.

On February 25, 1993, the Company entered an agreement with Michaels Associates,
a  non-affiliated  business  entity,  and acquired an 85.81% equity  interest in
Netherland  Gardens  Owners,  Inc.  (NGO), a New York  corporation.  NGO was the
record and  beneficial  owner of a 59-unit co-op  residential  dwelling in White
Plains, New York (the "Co-op").

On January 11, 1996, the Company  entered a divestiture  agreement with Michaels
Associates.  In accordance with the agreement, the Company received back 450,000
shares that it had issued for the  acquisition of NGO and returned the shares of
NGO and the Co-op to Michaels Associates.

From 1996 to present, the Company has been investigating the opportunities for a
business  combination  with a profitable  privately  owned  entity.  The Company
believes its status as a public firm provides incentives for a merger to private
companies that seek access to capital markets.


ITEM 2. DESCRIPTION OF PROPERTY

(a)(1) Rental Premises.  Because the Company has been dormant since 1997, it has
used its Chairman`s  office address to receive mail. The Company had no activity
and did not pay any rent in the year ended April 30, 1998.

(a)(2) Inventory. In 1997, management determined that the inventory was obsolete
and worthless and decided to abandon it.


ITEM 3. LEGAL PROCEEDINGS

Since  the  consummation  of the  Plan of  Reorganization  on June 2,  1992,  no
material legal proceeding was pending or threatened  against, or settled by, the
Registrant.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Neither during the fourth quarter of the fiscal year ended April 30, 1998 nor at
any time since August 15, 1994, did the Registrant  conduct an Annual Meeting of
its  stockholders  pursuant to definitive  proxy materials under Regulation 14 A
under the Act, or otherwise.


<PAGE>



PART II

ITEM 5. MARKET FOR COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.

The principal market for the Registrant's Common Stock, its only class of equity
securities, is the over-the-counter market.

The following  table  indicates  the quarterly  high and low price ranges of the
Registrant's  Common stock  representing  actual trades in the over-the-counter
market  during the fiscal  years  ended April 30,  1997 and April 30,  1998,  as
reported by the Trading and Market Service of the Nasdaq Stock Market, Inc.

                                              HIGH              LOW
Fiscal 1997:
-----------
FIRST QUARTER
May 1st thru
July 31, 1996                                 2.50              .75

SECOND QUARTER
August 1st thru
October 31, 1996                              3.00              .50

THIRD QUARTER
November 1st thru
January 31, 1997                              1.50              .50

FOURTH QUARTER
February 1st thru
April 30, 1997                                1.25              .25

Fiscal 1998:

FIRST QUARTER
May 1st thru
July 31, 1997                                 Unpriced

SECOND QUARTER
August 1st thru
October 31, 1997                              Unpriced

THIRD QUARTER
November 1st thru
January 31, 1998                              Unpriced

FOURTH QUARTER
February 1st thru
April 30, 1998                                Unpriced

Fiscal 1999

FIRST QUARTER
May 1st thru
July 31, 1998                                Unpriced

(b) Holders.

As of August 23, 2000, the approximate  number of holders of record of shares of
the Registrant's Common Stock,$.01 par value per share and Series A and Series B
Warrants,  the Registrant's  only class of trading  securities,  was believed by
management to be as follows:


<PAGE>



Title of Class                          Number of Record Holders


Common Stock, $.01 par                              325
Series A Warrant                                    285
Series B Warrant                                    286

Management  believes  there are many  shareholders  and  warrant  holders  whose
securities  are held in street name with  various  brokerage  houses.  The exact
number of shareholders is unknown to the Registrant.

(c) Dividends.

The  Registrant  has paid no  dividends  during the fiscal years ended April 30,
1997 and April 30, 1998.  Other than the requirements of the New Jersey Business
Corporation  Act that dividends be paid out of capital surplus only and that the
declaration and payment of a dividend not render The Registrant insolvent, there
are no  restrictions  on the  Registrant's  present  or  future  ability  to pay
dividends.

The payment by the  Registrant of dividends,  if any, in the future rests within
the  discretion of its Board of Directors  and will depend,  among other things,
upon the  Registrant's  earnings,  its capital  requirements,  and its financial
conditions, as well as other relevant factors.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Private  Securities  Litigation  Reform Act of 1995  contains  "safe harbor"
provisions   regarding   forward-looking   statements.   Except  for  historical
information contained herein, the matters discussed in the Liquidity and Capital
Resources  section below contain potential risks and  uncertainties,  including,
without  limitation,  risks  related to the  Company's  ability to  successfully
identify  potential  merger  partners,  retain  key  employees  and  settle  any
outstanding debts. The Company will need to attract partners in order to execute
its revised  business  strategy,  and there can be no assurance that the Company
will be successful in attracting such partners.

RESULTS OF OPERATIONS

In the fiscal years ended April 30, 1998 and 1997, the Company had  discontinued
all operations and did not earn any revenues.

In 1998 and 1997, the Company's general and administrative  expenses were due to
the Company's  President,  Joseph  Petito,  allowing the Company to operate on a
rent-free  basis in the premises of a privately  owned entity  controlled by Mr.
Petito's family.

The  Company  did not  conduct  any  research  and  development  or selling  and
marketing  activities  in the fiscal  years ended  April 30, 1998 and 1997.  The
Company is not currently  conducting any research and development or selling and
marketing activities.

During the fiscal  years ended April 30,  1998,  the  Company  recognized  a net
income of $32,784.  The net income was principally the net result of a reduction
of prior years  payroll tax expense of $137,465 and the write-off of $104,101 of
obsolete  inventory.  The amount of general and administrative  expenses in 1998
was only $580.  Because of collection  time-limitations  provided in the federal
tax laws,  prior periods payroll taxes are no longer a liability of the Company.
In 1997,  the  Company  had a net loss of $150,  due to payment  of general  and
administrative  expenses.  The Company does not anticipate sales of any products
or service for the  foreseeable  future  other than those of a potential  merger
partner.



<PAGE>



The  drastic  reduction  in both the  Company's  gross  revenue  and general and
administrative  expenses was entirely  attributable to the Company's January 11,
1996  divestiture  of NGO. The  divestiture  left the Company  without  material
assets or capital  resources.  Accordingly,  the continued economic viability of
the Company is entirely  dependent  upon: (1) Mr.  Petito's  continued  funding,
assumption  of the  Company's  expenses,  providing  the Company with  rent-free
premises, and allowing the use of office equipment and (2) Orion's merger with a
profitable operating company.

There can be no assurance  whatsoever  that  management  will be  successful  in
consummating a business combination during the foreseeable future.  However, and
in spite of management's recent unsuccessful endeavors in attracting potentially
acceptable  business  combination  partners,   management  is  still  reasonably
optimistic that it can reach a preliminary  meeting of the minds with a business
combination partner prior to the end of the 2000 calendar year.


Financial Condition

In 1997,  the Company  changed its direction  from  investment in real estate to
finding a merger partner.

The Company did not have any cash, as of April 30, 1998 and 1997.  The Company's
current  assets  decreased from $104,101 to $0, from April 30, 1997 to April 30,
1998.  The reduction in current  assets was because of the write off of obsolete
inventory.  The current liabilities decreased by $137,465 (50%) from $266,327 on
April 30, 1997 to $129,412 on April 30,  1998.  The reason for the  decrease was
the expiration of the payroll tax liabilities.  The liability of $123,862 to the
Company's shareholder and officer accounted for approximately 96% of the current
liabilities of the Company on April 30, 1998 and 1997.

The Company is authorized to issue up to 10,000,000  shares of its Common Stock.
As of April 30,  1998 and 1997,  there were  1,847,397  shares of the  Company's
Common Stock issued and outstanding.  The Company issued 3,000 shares in 1997 in
exchange for professional services rendered.


Capital Expenditures

The Company did not have any material  commitments  for capital  expenditures at
April 30, 1998 and 1997.

Effects of Inflation

The Company  believes that the  relatively  moderate rate of inflation  over the
past few  years has not had a  significant  impact  on the  Company's  financial
position or operating results.



ITEM 7. FINANCIAL STATEMENTS

Financial statements meeting the requirements of Item 310 of regulation S-B, for
the fiscal year ending April 30, 1997 and 1996 were audited by Meyer  Zimmerman,
CPA.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

Due to the death of Meyer Zimmerman,  former Certified  Public  Accountant,  the
Company has retained Bloom and Company, CPA's as their independent auditor.


<PAGE>




PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

(a) Identify Directors and Executive Officers.

The following table sets forth:  (1) names and ages of all persons who presently
are and who have been selected as directors of the Registrant; (2) all positions
and offices with the Registrant held by each such person; (3) the term or office
of each person named as a director; and 4) any period during which he or she has
served a such:

<TABLE>
<S>                     <C>                          <C>                        <C>
                         Duration and
                         Expiration                  Position &                 Age and
                         Date of                     Office with                Director
Name                     Present Term                Registrant                 Since


Joseph Petito            Next Annual                 President,                 80, March,1983
                         Meeting                     Chief Executive
                                                     Officer and Chief
                                                     Financial Officer

Irwin Lampert            Next Annual                 Vice President,            62, January,1995
                         Meeting                     Secretary
                                                     and Director (1)
</TABLE>

(1) Irwin Lampert was elected to the Registrant's  Board of Directors on January
2, 1995 upon the resignation of Donald  Epstein,  to serve until the next annual
meeting of the Board of  Directors.  On the same day,  Mr.  Lampert  was elected
Secretary of the Registrant, upon Mr. Epstein's resignation from that office.

There is no  understanding  or  arrangement  between any  directors or any other
person or persons  pursuant to which such  individual was, or is to be, selected
as a director or nominee of the Registrant.

(4) Business Experience

The  following  is a  brief  account  of the  experience  of each  director  and
executive officers of the Registrant:

JOSEPH PETITO, Mr. Petito has been continually  employed by the Registrant since
1986. From 1983 to 1986, Mr. Petito was the  Registrant's  Chairman of the Board
of  Directors  and since 1986 has served as its  President  and Chief  Executive
Officer.  Simultaneously  therewith,  Mr. Petito had been the  President,  and a
principal   shareholder  of  Aardvark   Sanitation  Co.,  Inc.,  an  independent
industrial waste removal hauler located in Islip, New York, since that company's
inception in 1973.  Simultaneously,  and since its inception in 1979, Mr. Petito
had served as Secretary, Treasurer, Director and principal shareholder of Island
Salvage Haulers, Inc., an independent industrial waste removal concern in Garden
City,  New York.  During  the past ten  years,  Mr.  Petito has also acted as an
independent management consultant  specializing in the design,  installation and
operation of solid,  liquid and hazardous  waste removal  systems for commercial
and industrial  application.  During the past ten years, Mr. Petito has also had
other executive and directorial affiliations.


<PAGE>



IRWIN LAMPERT,  since April 1995 has been a self employed electrical engineering
and defense  contracting  consultant in Brooklyn,  New York. Prior thereto since
1986, Mr. Lampert was an executive officer,  director and principal  stockholder
of American  Finishing & Spray,  Inc., a privately owned New Jersey  corporation
engaged in the  distribution  and sale of coating  technology for industrial and
military  application  in Newark,  New Jersey.  Prior  thereto  since 1975,  Mr.
Lampert was employed by E-TRON  Corp.,  a publicly  owned  corporation  based in
Edison,  Jersey and engaged in the manufacture of  electromechanical  components
for the United  States  military.  Mr.  Lampert  received a Bachelor  of Science
degree in Electrical  Engineering  from the City  University of the State of New
York in 1959 and a Master of  Science  degree  in  Electrical  Engineering  from
Polytechnic  Institute of New York in 1961. Mr. Lampert  received a Juris Doctor
degree from Brooklyn Law School in 1965.

(5) Directorship

Each Director of the Registrant  has indicated to the Registrant  that he or she
is not a director in any other Registrant with a class of securities  registered
pursuant to Section 12 of the 34 Act or subject to the  requirements  of Section
15(d) of such act or any investment  Registrant  registered under the Investment
Registrant Act of 1940.

(b) Identification of Certain Significant Employees

The Registrant  does not presently  employ any person as a significant  employee
who  is not an  executive  officer  but  who  makes  or is  expected  to  make a
significant contribution to the business of the Registrant.

(c) Family Relationships

No family  relationship exists between any director or executive officers of the
Registrant.

(d) Involvement in Certain Legal Proceedings

No event listed in  Sub-paragraphs  (1) through (4) of Subparagraph  (d) of Item
401 of  Regulation  S-B,  has  occurred  with  respect to any present  executive
officer or director of the  Registrant  or any nominee for  director  during the
past five years which is material to an  evaluation  of the ability or integrity
of such director or officer.


<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

(a) General

(1) through (7) All Compensation Covered. During the fiscal year ended April 30,
1998,  no  compensation  was paid to,  accrued  or set aside  for any  executive
officer or director of the Registrant.

(b) Summary Compensation Table.
<TABLE>

                                 SUMMARY COMPENSATION TABLE
                        Annual Compensation           Long-Term Compensation
                                                  Restricted   Securities
                                                    Stock     Underlying   LTI
    Name           Year    Salary   Bonus  Other    Award(s)     Options   pay
    ----           ----    ------   -----  -----    --------     -------   ---
<S>                <C>      <C>      <C>   <C>      <C>          <C>

Joseph Petito       1996    $-0-(1)  None  None      None        None     None
Joseph Petito       1997     -0-(1)  None  None      None        None     None
Joseph Petito       1998     -0-(1)  None  None      None        None     None
</TABLE>

(1) On July 30,  1997,the  Registrant  received a written  statement from Joseph
Petito wherein and whereby he irrevocably  waived any and all claims that he may
have to receive compensation from the Registrant for the four fiscal years ended
April 30, 1997 in the sum of $312,000  plus any and all  accrued  interest.  Mr.
Petito  also  waived any right  that he may have  under and with  respect to the
October 1, 1992 verbal  agreement  with the Board of Directors  granting him the
right and option to convert the Registrant's debt and obligation to him into two
shares of the  Registrant's  Common Stock, at $.01 par value, for every $1.00 of
debt.

(c)  Option/SAR  Grant Table.  During the fiscal year ended April 30, 1998,  the
Registrant made no grants of stock options or freestanding SAR's.

(d) Aggregate  Option/SAR  Exercises and Fiscal Year-End Option/SAR Value Table.
No stock options or freestanding  SAR's are issued or outstanding.  Accordingly,
and  during  the  fiscal  year  ended  April  30,  1998,  no  stock  options  or
freestanding SAR's were exercised.  Notwithstanding the foregoing,  an aggregate
of 1,000,000 shares of the Registrant's  Common Stock,  $.01 par value per share
are reserved for issuance pursuant to the Registrant's  long-term incentive plan
adopted by the  Registrant's  Board of  Directors in August,  1990,  but not yet
ratified and approved by the Registrant's stockholders.

(e) Long-Term Incentive Plan ("LTIP") Awards Table. During the fiscal year ended
April 30, 1998, the Registrant made no LTIP awards.

(f)  Compensation of Directors.  (1) and (2). During the fiscal year ended April
30,  1998,  no director of the  Registrant  received any  compensation,  whether
pursuant to any standard or other arrangement or otherwise.

(g) Employment  Contracts and Termination of Employment,  and Change-in  Control
Arrangements.  (1) and (2). No  executive  officer,  director or employee of the
Registrant  is serving  pursuant to the terms of a written  employment  or other
compensation agreement, understanding or arrangement with the Registrant; and no
such agreement was entered into during the fiscal year ended April 30, 1998.

(h) Report on Repricing of Options/SAR's. No stock options or freestanding SAR's
are issued or outstanding.  Accordingly,  and during the fiscal year ended April
30, 1998, no stock options or freestanding SAR's were repriced.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owner. The information is furnished
as of April 30,  1998,  as to the  number of shares of the  Registrant's  Common
Stock, $.01 par value per share owned  beneficially,  or known by the Registrant
to own beneficially, more than 5% of any class of such security:


<PAGE>
<TABLE>


Name and Address                   Amount and Nature
of Beneficial                      of Beneficial
Owner                              Ownership                Percentage of Class
<S>                                   <C>                           <C>

Adaer Berkeley Colletone, Inc.        150,000                       8.1%
659 Old Willets Path
Hauppauge, NY 11788 (1)

Anita E. Petito                       180,500                       9.8%
659 Old Willets Path
Hauppauge, NY 11788 (2)

</TABLE>

(1) A New York  corporation  controlled  by and under  common  control of Joseph
Petito,  the Registrants'  President and Chief Executive Officer and hereinafter
referred to as "ABC". See Item 11(b).

(2) Wife of Joseph Petito.  See Item 11(b).

(b) Security Ownership of Management.  The information is furnished as of August
28, 2000, as to the number of shares of the Registrant's  Common Stock, $.01 par
value per share owned beneficially by each executive officer and director of the
Registrant and by all executive officers and directors as a group:

Name and Address                   Amount and Nature
of Beneficial                      of Beneficial
Owner                              Ownership            Percentage of Class
<TABLE>

<S>                               <C>                           <C>
Joseph Petito                     1,024,084 (1)(2)(3)          54.90%
659 Old Willets Path
Hauppauge, NY 11788

Irwin Lampert                      15,000(4)                   0.82%
1707 East 55th Street
Brooklyn, NY 11234

All Officers
And                                                            55.72%
Directors as a Group
</TABLE>

--------------------------

(1) Does not include an  aggregate  of 563,400  Series A Common  Stock  Purchase
Warrants or an aggregate  of 563,400  Series B Common  Stock  Purchase  Warrants
owned by Mr. Petito and granted to him as a Class II and a Class IV creditor and
pursuant  to Article III (Class V) of the Plan.  In the event that all  publicly
owned Class A and Class B Warrants are exercised  and Mr.  Petito  exercises his
Class A and Class B Warrants,  there will be an aggregate of 3,656,421 shares of
the Registrant's Common Stock issued and outstanding.

(2)  Includes an aggregate of 180,500  shares of the  Registrant's  Common stock
owned of record by Anita E.  Petito,  wife of Joseph  Petito and an aggregate of
150,000 shares of the Registrant's Common Stock owned of record by ABC.

(3) Does not include an aggregate of 101,500 shares of the  Registrant's  Common
Stock owned of record by Anita M. Petito, the adult daughter of Joseph Petito or
27,400 shares owned by her husband, neither of whom reside in the same household
as Joseph Petito.

(4) Includes an aggregate of 5,000 shares of the Registrant's Common Stock owned
of record by Philip T. Lampert,  the son of Irwin  Lampert,  who resides in same
household as Irwin Lampert.

(c) Changes in Control.  As of the date of this Report,  the  Registrant has not
entered into any  agreements,  the  operation of which may at a subsequent  date
result in a change of control of the Registrant.


<PAGE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)(b) On July 30, 1997, the Registrant received a written statement from Joseph
Petito wherein and whereby he irrevocably  waived any and all claims that he may
have to receive compensation from the Registrant for the four fiscal years ended
April 30, 1997 in the sum of $312,000  plus any and all  accrued  interest.  Mr.
Petito  also  waived any right  that he may have  under and with  respect to the
October 1, 1992 verbal  agreement  with the Board of Directors  granting him the
right and option to convert the Registrant's debt and obligation to him into two
shares of the  Registrant's  Common Stock, at $.01 par value, for every $1.00 of
debt.

Except for the  foregoing  and during the fiscal  year ended  April 30, 1998 and
April 30,  1997,  no officer,  director  or relative or spouse of the  foregoing
persons or any relative of such person who has the same home as such person,  or
is a director or other officer of any parent or subsidiary of the  Registrant or
any shareholder  known by the Registrant to own of record or  beneficially  more
than five(5%) percent of the Registrant's Common Stock, had a direct or indirect
material interest in any transaction or presently proposed  transaction to which
the Registrant or any of its parents or subsidiaries was or is a party.

(c) Parents. The following  individuals and entities may be deemed to be parents
of the  Registrant:  (i) Joseph Petito,  the record and  beneficial  owner of an
aggregate of 1,014,084  shares of the Registrant's  Common Stock;  (ii) Anita E.
Petito, the record and beneficial owner of an aggregate of 180,500 shares of the
Registrant's  Common  Stock;  and ABC,  the  record and  beneficial  owner of an
aggregate of 150,000 shares of the Registrant's Common Stock, which are included
in the aggregate amount shown for Joseph Petito; (iii) Irwin Lampert, the record
and beneficial owner of an aggregate of 15,000 shares.

(d) Transactions with Promoters. Inapplicable.


ITEM 13.  Exhibits and Reports on Form 8-K

No Form 8-K was filed in the fiscal year ended April 30, 1998.


<PAGE>




SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned  thereunto duly authorized,  in the City of Huntington
Station, State of New York, on August 31, 2000.


ORION DIVERSIFIED TECHNOLOGIES, INC.

BY:


__________________________________

JOSEPH PETITO,
President and Chief Executive Officer,
Treasurer and Chief Financial Officer

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
following persons on behalf of the Registrant and in their capacities and on the
dates indicated have signed this report below.


______________________

JOSEPH PETITO, Director
Dated:  August 31, 2000
Huntington Station, New York



----------------------
IRWIN LAMPERT, Director
Dated:  August 31, 2000
Huntington Station, New York








<PAGE>



                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Orion Diversified Technologies, Inc.
Garden City, New York

We  have  audited  the   accompanying   balance   sheet  of  Orion   Diversified
Technologies,  Inc.  as  of  April  30,  1998  and  the  related  statements  of
operations,  changes  in  stockholders'  equity and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audit.  The financial  statements of Orion  Diversified
Technologies,  Inc. as of April 30, 1997,  were audited by other  auditors whose
report  dated  September  25, 1997  expressed  an  unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles  used, and  significant  estimates made, by
management as well as evaluating the overall financial  statement  presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Orion Diversified Technologies,
Inc.  as of  April  30,  1998  and the  results  of its  operation,  changes  in
stockholders'  equity and its cash flows for the year then ended,  in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the Company has incurred  losses for several  years that
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's plans with regard to these matters are also described in Note 7.

The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


Bloom and Company
Hempstead, New York
August 31, 2000



<PAGE>


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                                  BALANCE SHEET
<TABLE>

                                                             April 30,
                                                                1998
<S>                                                              <C>

Assets

Current Assets:

       Inventory                                           $      --
                                                             -------
                Total Current Assets                              --
                                                             -------
                Total Assets                               $      --
                                                             =======

Liabilities & Stockholders Equity

Current Liabilities:

       Accounts Payable and Accrued Expenses                   5,550
       Due to Officers                                       123,862
       Payroll Taxes Payable - Chapter XI                         --
                                                             -------

       Total Liabilities                                     129,412
                                                             -------

Stockholders Equity:

    Common Stock, par value $.01 per share,
     authorized 10,000,000 shares, issued
       and outstanding 1,847,397 shares                       18,469
       Paid-in Capital                                         3,737
       Deficit                                              (151,618)
                                                             -------

       Total Stockholders Equity                            (129,412)
                                                             -------

Total Liabilities & Stockholders Equity                    $      --
                                                             =======
</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS
                     THE YEAR ENDED APRIL 30, 1998 AND 1997

                                                    1998                    1997
                                                    ----                    ----
<TABLE>
<S>                                             <C>                        <C>

INCOME

Revenues                                         $    --                $     --

Costs & Expenses:

     General & Administrative                        580                     150
     Expiration of liability for
    Payroll taxes                               (137,465)                     --
     Write-off abandoned inventory               104,101                      --
                                                 -------                   -----

       Total costs and expenses (Income)        ( 32,784)                    150
                                                 -------                   -----

       Total Costs & Expenses                     32,784                     150
                                                 -------                    ----
Income (Loss)                                     32,784                   ( 150)

Income taxes:
     Current                                     ( 4,831)                     --
     Tax benefit                                   4,831                      --
                                                  ------                   -----
     Net Income (loss)                           $ 32,784                $ (  150)
                                                  ======                   =====

Earnings per share:
Net income (loss)
Basic                                            $ .02                       N/A
                                                   ===                       ===
Diluted                                          $ .02                       N/A
                                                   ===                       ===

Weighted Average Number of
  Common Shares                               1,847,397                 1,844,397
                                              =========                 =========
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                     THE YEARS ENDED APRIL 30, 1998 AND 1997


<TABLE>

                                                                    Additional
                                Common Stock          Warrants        Paid In    Accumulated
                                ------------          --------
                            Shares       Amount    Type    Number     Capital      Deficit       Total
<S>                         <C>          <C>       <C>    <C>         <C>         <C>            <C>

Balance 5/1/96               1,844,397    $18,439    A     903,762    $ 3,737    $(184,252)    $(162,076)
Net loss                                                B  905,262                (    150)     (    150)
                             ---------     ------       -  -------      -----      --------      -------

Balance 4/30/97              1,844,397     18,439    A     903,762      3,737     (184,402)     (162,226)
                                                        B  905,262
Shares issued for
Professional
 services                        3,000         30                                                     30

Net income                                                                          32,784        32,784
                             ---------   -------     -    --------    -----       --------       -------
                                                     A    903,762
Balance 4/30/98              1,847,397    $18,469    B    905,262    $3,737      $(151,618)    $(129,412)
                             =========     ======    =    =======     =====        =======       =======

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                           STATEMENT OF CASH FLOWS FOR
                     THE YEAR ENDED APRIL 30, 1998 AND 1997

                                                           1998             1997
                                                           ----             ----
<TABLE>
<S>                                                      <C>               <C>

Cash Flow from Operating Activities

           Net Income (Loss)                            $  32,784        $  (150)

Adjustments to Reconcile Net Loss
To Net Cash Provided by (Used For)
Operating Activities

Changes in assets and liabilities:

     Shares issued for professional services                   30             --
     Write off of inventories  104,101                         --
     Payroll Taxes                                       (137,465)           150
     Accounts payable and accrued expenses                    550             --
                                                         --------          -----

Net Cash Provided By (Used In)  Operations                     --             --
                                                         --------          -----

Net Increase/Decrease in Cash                                  --             --
                                                         --------          -----
Cash - Beginning                                               --             --
                                                         --------          -----
Cash - Ending                                          $       --        $    --
                                                         ========          =====

</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

Orion   Diversified   Technologies,   Inc.  (the  Company),   d/b/a   Electronic
Transistors,  Corp.,  was  incorporated  in New Jersey in 1959.  The Company was
initially  engaged in the  marketing and sale of a line of  approximately  2,500
electronic semi-conductors,  principally transistors, diodes and rectifiers and,
to a lesser extent,  other ancillary related  electronics.  Because of sustained
operating  loses,  the Company  discontinued  this line of operation and filed a
plan of  reorganization  (under  Chapter 11) with the United  States  Bankruptcy
Court for the Eastern District of New York, on April 30, 1990.

Pursuant to the plan of reorganization,  the Company issued 905,262 unrestricted
shares  and an equal  number  of  Series A and  Series B Common  Stock  Purchase
Warrants to various creditors.  Under the plan,  creditors received one share of
common  stock,  a Series A warrant,  and a Series B warrant  for every  $5.00 of
debt.  The Series A and B warrants were  exercisable  at $2.50 and $3.50 and had
initial  expiration  dates of 15 and 20 months from June 2, 1992,  respectively.
The Company had the option to grant, and has continually  granted  extensions of
the exercise period of the warrants.

On  February  25,  1993,  the  Company  acquired  an 85.81%  equity  interest in
Netherland  Gardens  Owners,   Inc.  (a  New  York  corporation)  from  Michaels
Associates,  a non-affiliated  business entity.  The corporation owned a 59 unit
cooperative  residential  dwelling in White Plains, New York (the "Co-op").  The
Company  exchanged  500,000  shares of  restricted  stock for all shares held by
Michael Associates and issued 50,000 shares to the finder and broker.

From 1993 to 1996,  the Company's  investment in the Co-Op resulted in recurring
losses.  On January 11,  1996,  the Company  entered into a new  agreement  with
Michael  Associates.  Under  the new  agreement,  Michaels  Associates  retained
100,000 shares of the Company's stock,  cancelled the acquisition contract,  and
released the Company from any and all obligations.

Since 1996,  the Company has sought a merger  partner who will  benefit from the
Company's  access to capital  markets and provide  the Company  with  profitable
operations.


<PAGE>


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES


Estimates and Assumptions

The  preparation  of financial  statements,  in  conformity  with the  generally
accepted  accounting  principles,  requires  management  to make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less, when purchased, to be cash equivalents.

Inventories

The Company's inventory of semi-conductors was composed of unsold obsolete items
with no market  value.  As of July 31, 1997,  the Company  wrote off $104,101 of
abandoned inventory.

Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the  estimated  useful  lives of the  related  assets
ranging  from  three to five  years.  Property  held  under  capital  leases  is
amortized over the lesser of the lease term or their estimated useful lives.


<PAGE>


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Long-Lived Assets

The Company  follows the  provisions  of the  Statement of Financial  Accounting
Standards  ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to be disposed of". SFAS 121  establishes  accounting
standards  for the  impairment  of  long-lived  assets and certain  identifiable
intangibles  to  be  held  and  used  and  for  long-lived  assets  and  certain
identifiable intangibles to be disposed of.

The Company  reviews the  carrying  values of its  long-lived  and  identifiable
intangible  assets  for  possible  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable.

Income Taxes

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax  assets  and  liabilities   are  recognized  for  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry-forwards.  Deferred  tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.


Non-monetary Transactions

The accounting for non-monetary assets is based on the fair values of the assets
involved.  Cost  of a  non-monetary  asset  acquired  in  exchange  for  another
non-monetary  asset is  recorded at the fair value of the asset  surrendered  to
obtain it. The difference in the costs of the assets  exchanged is recognized as
a gain or loss. The fair value of the asset received is used to measure the cost
if it is more clearly evident than the fair value of asset surrendered.




<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Stock-Based Compensation

The  Company  has  adopted  Accounting  Principles  Board  Opinion  25  for  its
accounting for stock based compensation. Under this policy:

1. Compensation costs are recognized as an expense over the period of employment
attributable to the employee stock options.

2. Stocks  issued in  accordance  with a plan for past or future  services of an
employee are allocated between the expired costs and future costs.  Future costs
are charged to the periods in which the  services are  performed.  The pro forma
amounts of the difference between  compensation cost, included in net income and
related cost,  measured by the fair value based method including the related tax
effects, are disclosed.

Earnings per Share

The Company  follows the  Statement of Financial  Accounting  Standards No. 128,
Earnings Per Share ("SFAS No. 128").  SFAS No. 128 requires the  presentation of
both basic and diluted earnings per share.

New Accounting Standards

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  130,
"Reporting  Comprehensive  Income". SFAS 130 establishes standards for reporting
and display of  comprehensive  income and its  components  (revenues,  expenses,
gains,  and  losses)  in a full set of  general  purpose  financial  statements.
Specifically,  SFAS 130  requires  that all items  that meet the  definition  of
components of comprehensive  income be reported in a financial statement for the
period in which they are recognized.  However, SFAS 130 does not specify when to
recognize,  or how to measure, the items that make up comprehensive income. SFAS
130 is effective for fiscal years  beginning  after December 15, 1997, and early
application is permitted.  Management  believes the application of SFAS 130 will
not have a material effect on the Company's future financial statements.

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  131,
"Financial  Reporting for Segments of Business  Enterprise." SFAS 131 supersedes
the "industry  segment" concept of SFAS 14 with a "management  approach" concept
as the basis for  identifying  reportable  segments.  SFAS 131 is effective  for
fiscal  years  beginning  after  December  15,  1997 and  early  application  is
permitted.  Management  believes  the  application  of SFAS  131 will not have a
material effect on the Company's future financial statements.


<PAGE>


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

New Accounting Standards

In April  1998,  the FASB issued SOP 98-5,  "Reporting  on the Costs of Start-up
Activities,"  which will become  effective  for the Company in fiscal  2000.  It
requires costs of start-up  activities and organization costs to be expressed as
incurred.  The Company  currently follows this approach and such costs have been
minimal in the past.

In February 1998, the FASB issued SFAS No. 132,  "Employers'  Disclosures  About
Pensions and Other  Post-retirement  Benefits,"  which became  effective for the
fiscal years beginning after December 15, 1997. The statement  standardizes the
disclosure requirements for pension plans and other post retirement benefits. To
the extent practicable, the statement requires additional information on changes
in the benefit  obligations  and fair value of plan assets.  The Company adopted
the SFAS 132. The adoption of SFAS No. 132 did not have  material  impact on the
Company's consolidated financial statements,  the results of operations,  or the
notes thereto.


NOTE 3 - PAYROLL TAXES

In connection with the Plan of Reorganization, payroll taxes were due within six
years from April 23, 1986, the date of assessment.  The Company has not paid the
$137,465  tax  liability  and the  taxing  authorities  have  taken no action to
collect it.  Management  believes that,  under the current federal and state tax
laws,  the liability is subject to the statute of limitation and therefore is no
longer due.


NOTE 4 - COMMON STOCK PURCHASE WARRANTS

In accordance with the Plan of  Reorganization,  905,262  redeemable Class A and
Class B Purchase  Warrants were issued between  September 19, 1990, and December
30, 1990.  Each  warrant  entitles the holder to purchase one "new" share of the
Company's  stock for each warrant that is exercised.  The exercise  price of the
Class A and Class B  Warrants  are $2.50 and $3.50,  respectively.  The Board of
Directors  of the Company  extended  the  expiration  dates for both  Classes of
Warrants to December 31, 2000.

As of August  15,  2000,  903,762  Class A and  905,262  Class B  Warrants  were
outstanding.


NOTE 5 - RELATED PARTY TRANSACTIONS

Transactions with Management

The Company has agreed to certain transactions with Joseph Petito, the Company's
President,   Chief  Operating  Officer,  Chairman  of  the  Board  and  majority
shareholder. Such transactions are described below:

1. Facilities

The  Company's  President  has  arranged for the Company to conduct its business
affairs on the premises of a company  controlled by the President and located in
Ronkonkoma, New York. Said premises and office equipment are being utilized on a
rent-free basis.


<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

Transactions with Management


2. Compensation and Other Costs

The  Company  has had no sales or  other  income  since  the  relocation  of its
offices.  As a result,  Mr.  Petito has advanced  virtually all of the Company's
operating expenses.

On June 2, 1990, the Board of Directors  agreed to provide  compensation  to Mr.
Petito,  at the rate of $1,500 per week.  On May 2, 1994,  Mr.  Petito agreed to
forego the $1,500  weekly  compensation  until the Company  shows a  significant
upward trend in its results of operations.


3. Due to Officer

As of April 30, 1998, the amounts owed to the officer were as follows
<TABLE>
        <S>                                             <C>

       Salary                                       $  78,000
       Advances made to the Company                    45,862
                                                      -------

              Total                                 $ 123,862
                                                      =======

</TABLE>


NOTE 6. INCOME TAXES


The Company's net operating loss carryforwards and their expiration dates are as
follows:

<TABLE>

        Year loss          Expiration           Loss         Estimated
        incurred              Date             Amount        Tax Asset

        <S>                 <C>                 <C>             <C>

        1996                 2015            $ 38,056        $ 5,708
        1997                 2016                 150             30
                                               ------          -----
                 Total                         38,206          5,738
Less: Valuation allowance                                     (5,738)
                                               ======          -----
                                                             $    --
                                                               =====

</TABLE>

<PAGE>




                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6. INCOME TAXES (Continued)

Management  believes  that there is a risk that certain of these NOLs may expire
unused and, accordingly, has established a valuation allowance against them.

The valuation allowance of $10,562 as of April 30, 1997 was reduced by $4,831 as
a consequence of recognizing tax benefit of loss carryforward, in 1998.

Income tax expense  differed from the amount  computed by applying the statutory
U.S.  Federal  Income Tax rates of 15% to the taxable  incomes  before  taxes of
1998:
<TABLE>

<S>                                            <C>              <C>
                                               1998            Rate
         Computed "expected"
            income tax expense              $(4,831)           (15)%
         Tax benefit of loss carryforward     4,831             15
                                              -----             --
         Total income tax expense           $    --             --
                                              =====             ==

</TABLE>

NOTE 7. GOING CONCERN BASIS AND FUTURE PLANS

The accompanying consolidated financial statements have been prepared on a going
concern basis which  contemplates  the realization of assets and satisfaction of
liabilities in the normal course of business.

Orion has not realized any material revenues for the three years ended April 30,
1997,  and the  consolidated  results of operations for the year ended April 30,
1998 reflect a loss of $151,618.  The Company also is entirely  supported by its
majority shareholder.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.

Management's  long-standing  plans to remedy these conditions involve a business
combination with a profitable  private company in a reverse merger  transaction.
The Company further anticipates an eventual improvement in liquidity through the
exercise of the Company's Class A and B Warrants.